UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): February 19,
2009
DCP
MIDSTREAM PARTNERS, LP
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32678
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03-0567133
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
No.)
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Identification
No.)
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370
17th Street, Suite 2775
Denver,
Colorado 80202
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303) 633-2900
(Former
name or former address, if changed since last report) Not Applicable
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
2.02 Results of Operations and Financial Condition.
The information required to be
disclosed pursuant to this Item 2.02 is incorporated by reference to the
information disclosed below pursuant to Item 7.01.
Item
7.01 Regulation FD Disclosure
The information provided under this
Item 7.01 is being furnished in advance of its disclosure by our sponsor, DCP
Midstream, LLC (“Midstream”), in a confidential preliminary offering memorandum
expected to be used by Midstream in connection with its private offering of its
senior unsecured notes to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933 and to persons outside the United States of
America pursuant to Regulation S under the Securities Act. As
previously disclosed on January 20, 2009, we anticipate announcing our full
earnings results for the quarter and year ended December 31, 2008 after the New
York Stock Exchange closes for trading on Wednesday, February 25,
2009. Our related earnings conference call remains scheduled for
11:00 a.m. (Eastern Time) on Thursday, February 26, 2009, as previously
announced.
As of December 31, 2008, DCP Midstream
Partners, LP (the “Partnership”) had outstanding under its Amended and Restated
Credit Agreement, dated effective as of June 21, 2007 (the “Credit Agreement”),
approximately $596 million of revolver loan, bearing interest at a
weighted-average rate of 2.08% per annum, due June 2012, and approximately $60
million of term loan offset by approximately $60 million of restricted
investments, bearing interest at a weighted-average rate of 1.54% per annum, due
June 2012. As of December 31, 2008, the available capacity under the
revolving portion of the Credit Agreement was approximately $172 million,
which is net of an approximately $22 million reduction for non-participation by
Lehman Brothers Commercial Bank.
Lehman
Brothers Commercial Bank is a lender under the Credit Agreement, but it has not
funded its portion of the Partnership’s borrowing requests since its bankruptcy,
and it is uncertain whether it will participate in future borrowing requests.
Accordingly, the availability of new borrowings under the Credit Agreement has
been reduced by approximately $22 million as of December 31, 2008, and it will
be further reduced by up to an additional $3 million, for a total reduction of
up to $25 million, if Lehman Brothers Commercial Bank elects not to participate
in the facility. The Partnership’s borrowing capacity may be further
limited by the financial covenant requirements under its Credit
Agreement.
The
Partnership’s liquidity is comprised of available capacity under the revolver
and the collateral securing the term loan that may be used to fund organic
capital expenditures or acquisitions. The Partnership’s available
liquidity at December 31, 2008, was approximately $229 million, consisting of
approximately $172 million available capacity under the revolver and
approximately $57 million available capacity related to the collateral securing
the term loan, which is net of an approximately $3 million reduction for
non-participation by Lehman Brothers Commercial Bank.
As of
December 31, 2008, the Partnership had an outstanding letter of credit with a
counterparty to its commodity derivative instruments of approximately $10
million, which reduces the amount of cash the Partnership may be required to
post as collateral. This letter of credit was issued directly by a financial
institution and does not reduce the available capacity under the Credit
Agreement.
As of December 31, 2008, Midstream had
issued and outstanding parental guarantees totaling approximately $108 million
to certain counterparties to the Partnership’s commodity derivative instruments
to mitigate a portion of the Partnership’s collateral requirements with those
counterparties.
Midstream has an indirect investment in
Discovery Producer Services LLC through the Partnership’s direct 40% interest in
Discovery Producer Services LLC. Midstream’s equity in earnings of
Discovery Producer Services LLC for the year ended December 31, 2008 was
approximately $17 million.
Item
8.01 Other Events.
Conversion of Remaining Outstanding
Subordinated Units. On February 19, 2008, the Partnership satisfied the
financial tests contained in the Partnership’s Second Amended and Restated
Agreement of Limited Partnership (the “Partnership Agreement”), for the early
conversion of 50% of the 7,142,857 subordinated units that were issued to a
wholly-owned subsidiary of DCP Midstream, LLC, the sole owner of the General
Partner, at the time of Partnership’s initial public offering in December
2005. On February 17, 2009, the Partnership satisfied the financial
tests contained in the Partnership Agreement for the conversion of the remaining
3,571,429 outstanding subordinated units into common units of the
Partnership. The effective date of the conversion was February 17,
2009.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: February
19, 2009
| DCP MIDSTREAM PARTNERS, LP | |||||
| By: | DCP MIDSTREAM GP, LP,
its
General Partner
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| By: |
DCP MIDSTREAM GP,
LLC,
its
General Partner
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By:
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/s/ Michael S. Richards | ||||
| Name: Michael S. Richards | |||||
| Title: Vice President, General Counsel andSecretary | |||||